C5 Acquisition Corp Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • January 12th, 2022 • C5 Acquisition Corp • Blank checks • Delaware

THIS INDEMNITY AGREEMENT is made as of January 6, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between C5 Acquisition Corporation, a Delaware corporation (the “Company”), and David Glickman (“Indemnitee”).

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INDEMNITY AGREEMENT
Indemnification & Liability • January 12th, 2022 • C5 Acquisition Corp • Blank checks • Delaware

THIS INDEMNITY AGREEMENT is made as of January 6, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between C5 Acquisition Corporation, a Delaware corporation (the “Company”), and Linda Zecher (“Indemnitee”).

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UNDERWRITING AGREEMENT between C5 ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. and MOELIS & COMPANY LLC Dated: January 6, 2022
Underwriting Agreement • January 12th, 2022 • C5 Acquisition Corp • Blank checks • New York

The undersigned, C5 Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald”) and Moelis & Company LLC (“Moelis,” and, collectively with Cantor Fitzgerald, the “Representatives”) and the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • January 12th, 2022 • C5 Acquisition Corp • Blank checks • New York

THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of January 6, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between C5 Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).

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INDEMNITY AGREEMENT
Indemnification Agreement • January 12th, 2022 • C5 Acquisition Corp • Blank checks • Delaware

THIS INDEMNITY AGREEMENT is made as of January 6, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between C5 Acquisition Corporation, a Delaware corporation (the “Company”), and Steven J. Demetriou (“Indemnitee”).

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PUBLIC WARRANT AGREEMENT
Public Warrant Agreement • January 12th, 2022 • C5 Acquisition Corp • Blank checks • New York

THIS PUBLIC WARRANT AGREEMENT, dated as of January 6, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between C5 Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).

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PRIVATE WARRANT AGREEMENT
Private Warrant Agreement • January 12th, 2022 • C5 Acquisition Corp • Blank checks • New York

THIS PRIVATE WARRANT AGREEMENT, dated as of January 6, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between C5 Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).

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C5 ACQUISITION CORPORATION Washington, D.C. 20006
Securities Subscription Agreement • November 19th, 2021 • C5 Acquisition Corp • Blank checks • New York

We are pleased to accept the offer C5 Sponsor LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” and, together with all other classes of common stock of the Company (as defined below), the “Common Stock”), up to 937,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of C5 Acquisition Corporation, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-Allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company’s and the Subscriber’s agreements regarding the Shares, are as follows:

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 3rd, 2021 • C5 Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among C5 Acquisition Corporation, a Delaware corporation (the “Company”), C5 Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed as Holders on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2, a “Holder” and, collectively, the “Holders”).

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C5 ACQUISITION CORPORATION Ste #460 Washington, D.C. 20006 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • December 30th, 2021 • C5 Acquisition Corp • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain underwriting agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between C5 Acquisition Corporation, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. and Moelis & Company LLC, as underwriters (the “Underwriters” ), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover the Underwriter’s option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”), and one-half of one redeemable public warrant (each whole public warrant, a “Public Warrant”). Each Public Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment, as desc

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • January 12th, 2022 • C5 Acquisition Corp • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 6, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between C5 Acquisition Corporation, a Delaware corporation (the “Company”), and C5 Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 12th, 2022 • C5 Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of January 6, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among C5 Acquisition Corporation, a Delaware corporation (the “Company”), C5 Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed as Holders on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2, a “Holder” and, collectively, the “Holders”).

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C5 ACQUISITION CORPORATION Washington, D.C. 20006
Administrative Services Agreement • January 12th, 2022 • C5 Acquisition Corp • Blank checks • New York

This letter agreement is entered into by and between C5 Acquisition Corporation (the “Company”), and C5 Sponsor LLC (the “Services Provider”) on the date first set forth above.

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C5 ACQUISITION CORPORATION Ste #460 Washington, D.C. 20006 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • January 12th, 2022 • C5 Acquisition Corp • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain underwriting agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between C5 Acquisition Corporation, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. and Moelis & Company LLC, as underwriters (the “Underwriters” ), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover the Underwriter’s option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”), and one-half of one redeemable public warrant (each whole public warrant, a “Public Warrant”). Each Public Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment, as desc

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